SEC Form 4 · accession 0000899243-17-024898
Quotient Ltd · QTNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeremy Stackawitz
Officer — President
Period of report
Oct 26, 2017
Accepted (ET)
Oct 30, 2017 · 6:29 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001596946
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1 | Oct 26, 2017 | A | 2,099 | $4.64 | A | 129,840 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantF1 | $5.80 | Oct 26, 2017 | A | 2,099 | A | Oct 26, 2017 | Jul 31, 2018 | Ordinary Shares | 2,099 | 2,099 | D |
| Employee Stock Option (right to buy)F2 | $11.92 | holding | — | — | — | — | May 31, 2026 | Ordinary Shares | 20,000 | 20,000 | D |
| Multi-year Performance Based Restricted Stock UnitsF3 | — | holding | — | — | — | — | Dec 31, 2018 | Ordinary Shares | 20,000 | 20,000 | D |
| Multi-year Performance Based Restricted Stock UnitsF4 | — | holding | — | — | — | — | Dec 31, 2018 | Ordinary Shares | 22,500 | 22,500 | D |
| Employee Stock Option (right to buy)F5 | $15.17 | holding | — | — | — | — | May 19, 2025 | Ordinary Shares | 22,500 | 22,500 | D |
| Employee Stock Option (right to buy)F6 | $8.00 | holding | — | — | — | — | Apr 29, 2024 | Ordinary Shares | 60,000 | 60,000 | D |
| Employee Stock Option (right to buy)F7 | $7.58 | holding | — | — | — | — | May 23, 2027 | Ordinary Shares | 40,000 | 40,000 | D |
| Multi-year Performance Based Restricted Stock UnitF8 | — | holding | — | — | — | — | Dec 31, 2019 | Ordinary Shares | 50,000 | 50,000 | D |
Explanation of responses
- F1The Reporting Person purchased 2,099 ordinary shares and a warrant to purchase 2,099 ordinary shares from Quotient in a private placement transaction.
- F26,667 options have vested and remain exercisable, 6,667 options will vest on June 1, 2018, 6,666 options will vest on June 1, 2019.
- F3Each Multi-year Performance Based Restricted Stock Unit ("MRSU") represents a contingent right to receive one share of Quotient's ordinary shares. The MRSUs vest upon Quotient's ordinary shares achieving a volume weighted average market price of $40.00 per share for 20 consecutive trading days during the period April 1, 2018 to December 31, 2018.
- F4Each MRSU represents a contingent right to receive one share of Quotient's ordinary shares. The MRSUs vest upon Quotient's ordinary shares achieving a volume weighted average market price of $60.00 per share for 20 consecutive trading days during the period April 1, 2018 to December 31, 2018.
- F515,000 options have vested and remain exercisable, 7,500 will vest on May 20, 2018.
- F6All 60,000 options have vested and remain exercisable.
- F7The options will vest and become exercisable in three equal annual installments beginning on May 24, 2018.
- F8Each MRSU represents a contingent right to receive one share of Quotient's ordinary shares. The MRSUs vest upon Quotient's ordinary shares achieving a volume weighted average market price of $22.00 per share for 20 consecutive trading days during the period April 1, 2019 to December 31, 2019.